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END-USER LICENSE AGREEMENT

IMPORTANT – READ CAREFULLY


THIS ALTIUM LIMITED END-USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL PERSON OR A SINGLE LEGAL ENTITY, REFERRED TO HEREIN AS
“YOU”) AND ALTIUM LIMITED (“ALTIUM” HEREIN) FOR THE USE OF CERTAIN COMPUTER TECHNOLOGY DEVELOPED AND DISTRIBUTED BY ALTIUM, WHETHER IN THE FORM OF COMPUTER SOFTWARE,
HARDWARE, FIRMWARE OR ANY OTHER FORM. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING, USING OR REGISTERING TO USE THE LICENSED MATERIALS. BY INSTALLING, USING
OR REGISTERING TO USE THE LICENSED MATERIALS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA, INCLUDING, BUT NOT LIMITED TO, OWNERSHIP AND GRANT OF LICENSE TERMS IN
SECTIONS 2 AND 4, THE LICENSE RESTRICTIONS IN SECTION 3, THE CONFIDENTIALITY PROVISIONS IN SECTION 5, AND THE LIMITATIONS OF LIABILITY AND DISCLAIMERS IN SECTIONS 8, 9 AND 10. IF YOU
DO NOT AGREE TO THE TERMS OF THIS EULA, YOU ARE NOT PERMITTED TO INSTALL OR USE THE LICENSED MATERIALS; IF YOU HAVE ALREADY OBTAINED OR PURCHASED THE LICENSED MATERIALS, BUT
HAVE NOT INSTALLED OR USED THEM, PROMPTLY RETURN THE LICENSED MATERIALS TO THE PLACE WHERE YOU OBTAINED THEM AND YOUR MONEY (IF ANY PAID) WILL BE REFUNDED.
ALTIUM LIMITED AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND HARDWARE SUPPLIED HEREUNDER; SAID SOFTWARE IS LICENSED, NOT SOLD, AND
ALTIUM PERMITS YOU TO DOWNLOAD, INSTALL, USE OR OTHERWISE BENEFIT FROM THE SOFTWARE, OR THE INTELLECTUAL PROPERTY RIGHTS THEREIN, ONLY IN STRICT ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THIS EULA. USE OF OTHER, THIRD-PARTY, MATERIALS AND SERVICES INCLUDED IN OR ACCESSED IN CONNECTION WITH THE SOFTWARE MAY BE SUBJECT TO OTHER
TERMS AND CONDITIONS OF SAID THIRD PARTIES.
THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED COPYING. YOU MAY NOT DISABLE OR ATTEMPT TO CIRCUMVENT SUCH
TECHNOLOGY. FAILURE TO COMPLY WITH THE PROCESS FOR SUCH ACTIVATION MAY RESULT IN THE SOFTWARE BEING INACCESSIBLE TO YOU. ENGAGING IN ANY SUCH ACTIVITY MEANT TO
CIRCUMVENT SUCH RESTRICTIONS ON UNAUTHORIZED COPYING SHALL RESULT IN IMMEDIATE TERMINATION OF THIS EULA, WHETHER OR NOT ALTIUM IS AWARE OF YOUR ACTIVITIES AT THE
TIME OR DISCOVERS THEM LATER. ANY FURTHER USE OF THE SOFTWARE OR OTHER LICENSED MATERIALS BY YOU SUBSEQUENT TO SUCH TERMINATION WILL EXPOSE YOU TO LIABILITY FOR
COPYRIGHT INFRINGEMENT AND OTHER CLAIMS.

1. Definitions property of Altium and/or its licensors and are protected by all applicable Intellectual Property Rights
In this EULA, unless the context otherwise requires, the following expressions will have the following and contract laws. In accepting this license, You acknowledge that all Intellectual Property Rights in
meanings: the Licensed Materials are and will remain the sole property of Altium and/or it licensors. Nothing
1.1. Altium means Altium Limited and any or all of its subsidiaries, divisions or subdivisions, contained in this EULA will be construed as granting You by implication, estoppel or otherwise any
including but not limited to Altium, Inc. ownership, license or other right except the licenses and rights expressly granted hereunder to You.
1.2. Bundle(d) refers to when two or more Altium Products are supplied together as a single 2.2. Terms of License Granted. Upon payment of the applicable license fees, Altium hereby grants
package. When Products are supplied as a Bundle they are deemed a single Product in terms You a non-exclusive, non-transferable license to:
of their usage and transfer. In no event shall You be permitted to install a Bundled Product, in 2.2.1.  use the Licensed Materials, solely for the design, simulation, implementation and
whole or in part, on a computer or LAN for which any of the Bundled Products are not licensed. manufacture of Licensed User Products; and subject to all of Permitted Uses and the
1.3. Effective Date means the commencement date of this EULA with respect to the applicable site and other restrictions set forth in this EULA.
Licensed Materials, which shall be the date You obtain the Licensed Materials. 2.2.2.  make, have made, use, sell or otherwise distribute Licensed User Products developed
1.4. You means the entity, either individual or company, that is obtaining the Licensed Materials. from the Licensed Materials or, in Your discretion, incorporating all or any portion of the
Libraries, on a worldwide basis to Your customers.
1.5. Products means any and all Altium computer software applications (“Altium Software
Products”) or computer hardware or firmware such as the Altium NanoBoard product (“Altium 2.3. Restrictions on Use. This EULA grants You the right to install and use the Licensed Materials in
Firmware Products”) that accompany or are hereafter provided pursuant to this EULA, including accordance with the terms under which You have licensed the Licensed Materials from Altium.
any associated media, printed materials and electronic documentation. The Altium Products Notwithstanding the foregoing, Altium permits You to make a Temporary Use of the Licensed
also include any software updates, software version upgrades, software configuration upgrades, Materials so long as such use does not result in the use of more copies of the Licensed Materials
add-on components, web services and/or supplements that Altium may provide to You after the that You are permitted to use at any given time, if Your license is so restricted hereunder.
date You obtain your initial copy of the Altium Products, to the extent that such items are not 2.3.1. In no event shall You: a) allow any of Your affiliates, subsidiaries or divisions, any portion
accompanied by a separate license agreement or terms of use. of Your business located at a different geographic site, or third parties to copy, have access
1.6. Developer Edition means an Altium Product that is accompanied by the Developer Kit or to or use any portion whatsoever of the Licensed Materials unless You have licensed the
other Bonus Technologies to permit You to create add-on products for Altium Products. Licensed Materials on a Continental License or Worldwide License basis; notwithstanding
the foregoing, You may make a Temporary Use of the Licensed Materials as stated in Section
1.7. Developer Kit means additional technology supplied when a Developer Edition of an 2.3 above; b) allow any third party to have access to or use any portion whatsoever of the
Altium Product is licensed. The Developer Kit includes programmer-relevant software interface Licensed Materials, unless such access or use is connection with a Temporary Use by You
documentation, source code examples, and Runtime Libraries. in connection with a legitimate business purpose that does not otherwise violate the terms
1.8. Runtime Libraries means compiled software development library files supplied as part of the of this Agreement, including but not limited to the restrictions on number of users, if such
Developer Kit. restrictions apply to Your license hereunder; c) make copies of the Licensed Materials for use
1.9. Firmware means computer hardware that also contains software elements, such as the Altium by any of Your other affiliates, subsidiaries or divisions, or by any third party; d) allow more
NanoBoard(s) supplied hereunder to work in connection with the software licensed by You. than the number of permitted persons to access and use the Licensed Materials at any one
time, (whether involving a single license or a license that allows multiple users), including
1.10. Intellectual Property Rights means patent, copyright, design right (whether registered any Temporary Uses, unless you have negotiated with Altium for a license that permits an
or unregistered), trademarks (whether registered or common law), trade secrets, confidential unlimited number of users to access and use the Licensed Materials.
information and any other form of intellectual property rights.
2.3.2. In the event that You have licensed the Licensed Materials for use in connection with a single
1.11. Core means a block of logic or data used to implement specific component functionality in computer, You may install and use only a single copy thereof at any given time, and said
an FPGA (Field Programmable Gate Array) or an ASIC (Application Specific Integrated Circuit). copy may be used only by You; provided, however, that if You have licensed the Licensed
Altium Cores are supplied in pre-synthesized EDIF form. Materials for use on a single computer: a) you may install a second copy of the Licensed
1.12. Libraries means compiled computer software development library files supplied as part of the Materials on a home computer solely for use in connection with, and governed by, the
Licensed Materials. License granted herein, so long as such copy is never used simultaneously with the
original copy; and b) You may make a back-up, archival copy thereof that You shall install
1.13. Licensed Materials means the computer hardware, Firmware and software Products (including only in the event the original copy of the Licensed Materials is lost, corrupted or in some
but not limited to all Bundled Products, Cores and Libraries) provided to You hereunder. other way made unavailable other than through use or possession by another person.
1.14. Licensed User Products means any integrated circuits designed, manufactured or marketed 2.3.3. In the event that You have licensed the Licensed Materials on a LAN License, Continental
by You or on Your behalf that incorporate all or any of the Libraries, or were designed using any License or Worldwide License basis, this EULA allows as many persons employed or hired
of the Licensed Materials. as contractors (so long as such contractors have entered into an appropriate form of
1.15. LAN or Local Area Network means an interconnected set of computers, all of which are confidentiality agreement) by You to simultaneously use the Licensed Materials as are
contained within the same geographic site (and not including computers located at other permitted under the license obtained from Altium. At no time shall You permit the number
geographic sites, even if part of the interconnected set of computers), upon which any computer of persons that may access and/or use the Licensed Materials to exceed the number of
software provided as part of the Licensed Materials may run. persons for whom You have licensed the same, including in connection with any Temporary
1.16.  Permitted Use means use of the Licensed Materials by You in accordance with Section 2 below. Use. You understand and agree that such use beyond that licensed hereunder, whether
by allowing excess persons to use the Licensed Materials or otherwise, shall constitute not
1.17. Security System means the methods of enabling any Altium Products provided with the only breach of this EULA, but violation of national and international copyright and patent
Licensed Materials to operate in accordance with the way they have been licensed by You, and laws. ENGAGING IN ANY USE OF THE LICENSED MATERIALS BY PERSONS BEYOND
of preventing any circumvention by You of such methods. THE NUMBER PERMITTED TO USE THE SAME, AT SITES FOR WHICH THE LICENSED
1.18. Specifications means Altium’s published specifications for the Licensed Materials. MATERIALS ARE NOT LICENSED (EXCEPT FOR PERMITTED TEMPORARY USES) OR
1.19. Internet Based License Management System means the Altium website at www.altium. BY PERSONS NOT AUTHORIZED UNDER YOUR LICENSE TO USE THEM SHALL RESULT
com or such other address designated by Altium through which the Licensed Materials may be IN IMMEDIATE TERMINATION OF THIS EULA, WHETHER OR NOT ALTIUM IS AWARE
made available to You on an on-demand basis. OF YOUR ACTIVITIES AT THE TIME OR DISCOVERS THEM LATER. ANY FURTHER USE
OF THE LICENSED MATERIALS BY YOU SUBSEQUENT TO SUCH TERMINATION WILL
1.20. Continental License means a multi-user license for use of the Licensed Materials at multiple EXPOSE YOU TO LIABILITY FOR COPYRIGHT INFRINGEMENT AND OTHER CLAIMS.
sites within one geographic continent.
2.3.4. You may increase the number of persons or sites permitted to use the Licensed Materials
1.21. Worldwide License means a multi-user license for use of the Licensed Materials at multiple at any one time by paying Altium additional license fees in accordance with then-
sites anywhere in the world. applicable pricing, provided that such additional persons in no way access or use the
1.22. LAN License means a multi-user license for use of the Licensed Materials at a single Licensed Materials prior to any such additional license fees being paid by You. The use
geographic site. of the Licensed Materials by any such additional persons shall be governed by the terms
1.23. Temporary Use means use of the Licensed Materials at a site, location or in a geographic area of this EULA as if such persons had been licensed to use the same from the date of
not otherwise licensed hereunder by You, but wherein the use of the Licensed Materials must: the initial agreement between the parties. In the event that any provision of this EULA
a) be temporary and time-limited; b) in no event result in an additional copy of the Licensed is breached by You, the license granted herein shall automatically terminate, without
Materials being made or installed on any other party’s computers or computer networks; c) in no further action by Altium and whether or not You abide by such termination. Failure of
event allow ongoing use of the Licensed Materials by any third party, except as may otherwise be Altium to learn about any such breach shall not constitute a basis for You to assert that
allowed herein; and d) in no event compromise or disclose Altium’s confidential and trade secret You are not in breach hereof, or that Altium has acquiesced in such breach.
information. By way of example only, the kind of Temporary Use that may be permitted hereunder 3. Further Restrictions on Use, Disclosure; Third-Party License Rights
would be if You had the Licensed Materials on a portable computer for purposes of taking them to 3.1. License, Not Sale. The Licensed Materials are licensed only to You, not sold. In no event shall You be
a contractor site that is working with you on company business, and who is fully obligated to abide permitted to sell, license or otherwise commercialize the Licensed Materials as standalone products.
by confidentiality and other restrictions regarding any such materials that you disclose to them. In Among the Licensed Materials, You may include only Libraries within Licensed User Products. 
such case, You might show the Licensed Materials to said contractor, but in no event would leave
behind a copy or install the same on said Contractor’s computers or computer networks. 3.2. No Assignment or Sharing. In no event shall You disclose, transfer, assign, publish, distribute,
provide in a service bureau, rent, lease or in any other way make available to any other
2. Ownership and Grant of License person the Licensed Materials or any part thereof without the prior written consent of Altium;
2.1. Ownership. The Licensed Materials are licensed to You, not sold. The Licensed Materials are the sole provided, however, that You shall be permitted to make permitted Temporary Uses of the
same, and/or include within any Licensed User Products the Libraries provided by Altium as immediately without notice from Altium if You breach any provision of this EULA, whether You have
part thereof. Such permission to use such Libraries in Licensed User Products shall not apply to licensed the Licensed Materials on a time-limited or perpetual basis, provided that any payment obligations
products that compete with the Licensed Materials. accruing prior to such termination will remain due and owing. Upon termination of this EULA, the licenses,
3.3. No Reverse Engineering. You understand and agree that in no event shall You make rights and covenants granted hereunder and the obligations imposed hereunder will cease, except as
unauthorized copies of, decompile, reverse engineer, disassemble, modify, or otherwise reduce otherwise expressly provided for herein, and You will destroy the Licensed Materials, including all copies
the Licensed Materials or any portion thereof to human-perceivable form, or disclose to any and all relevant documentation. The provisions of all sections which by their nature would survive the
third person any portion of the Licensed Materials in human-perceivable form. You may not termination of this EULA shall so survive and You shall be obligated to perform in accordance therewith.
modify the Altium Products provided with the Licensed Materials so as to circumvent any 8. Governmental Use
restrictions on use afforded by the Altium Security System supplied with such Products. The Licensed Materials contain commercial computer software developed exclusively at Altium’s
3.4. Restrictions on Disclosure. You may not provide, disclose or in any other way make available expense. Accordingly, pursuant to the United States Federal Acquisition Regulations (FAR) Section
to others, including but not limited to your affiliates, subsidiaries or divisions (unless You have 12.212 and Defense FAR Supplement Section 227.7202, use, duplication and disclosure of the
licensed the Licensed Materials in such a way as to permit such use or in connection with a Licensed Materials by or for the United States Government is subject to the restrictions set forth in
permitted Temporary Use), or any third parties, any of the Licensed Materials without the prior this EULA. The manufacturer is Altium Limited, 3 Minna Close, Belrose, NSW, Australia.
written permission of Altium; provided, however, that You may provide device programming
files, namely bit-stream files or PROM files, to third persons without such prior approval solely 9. Limited Remedy and Disclaimer
for use in the manufacturing of Licensed User Products. In the event that You hire or engage any Licensed Materials THE LICENSED MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS”
contractor to assist You in connection with the installation, implementation or other use of the WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
Licensed Materials, You shall first determine that said contractor is not employed or engaged by WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO NONINFRINGEMENT, MERCHANTABILITY
any direct competitor of Altium, and in the event such contractor is so employed or engaged, You OR FITNESS FOR A PARTICULAR PURPOSE. Altium’s sole liability and Your exclusive remedy with
shall in no event give such person access to the Licensed Materials; in the event such contractor respect to any failure of the Licensed Materials to perform in accordance with their specifications
is not employed by or engaged by a direct competitor of Altium, You shall ensure that such during the first (90) days after receipt by You will be limited to error correction or replacement, or
contractor has entered into an appropriate confidentiality agreement that protects the Licensed if neither is in Altium’s opinion commercially feasible, termination of this EULA and refund of any
Materials in a manner consistent with the confidentiality and other provisions in this EULA. license fee received by Altium from You in respect of the relevant Licensed Materials. In the event of
failure of any of the Licensed Materials to perform in accordance with their specifications after said
3.5. Third-Party Licenses. THE LICENSE RIGHTS GRANTED IN THIS EULA ARE TO THE LICENSED ninety (90) day period, Altium shall have no obligation to replace or refund Your monies in connection
MATERIALS DEVELOPED SOLELY BY OR FOR ALTIUM. YOU UNDERSTAND AND AGREE THAT
therewith. Altium does not warrant that the functions contained in any of the Licensed Materials will
THE LICENSED MATERIALS CONTAIN COMPUTER SOFTWARE AND INTELLECTUAL PROPERTY
meet Your requirements, or that the operation of the Licensed Materials will be uninterrupted or error
BELONGING TO THIRD PARTIES, AND THAT THE LICENSE TO SUCH THIRD-PARTY COMPUTER
free, or that defects in the Licensed Materials will be corrected. Furthermore, Altium does not warrant
SOFTWARE AND INTELLECTUAL PROPERTY EXTENDS ONLY TO THEIR USE FOR DEVELOPMENT
or make any representations regarding Your use or the results of Your use of the Licensed Materials
PURPOSES. YOU UNDERSTAND AND AGREE THAT IT IS YOUR SOLE OBLIGATION AND
RESPONSIBILITY, AND IN NO EVENT ALTIUM’S OBLIGATION OR RESPONSIBILITY, TO in terms of correctness, accuracy, reliability or otherwise. In the event that any portion of the Altium
DETERMINE WHAT, IF ANY, THIRD-PARTY LICENSES YOU MUST OBTAIN IN CONNECTION WITH Licensed Materials are delivered to You by Altium instead of obtained by You over the Internet, You
SUCH THIRD-PARTY COMPUTER SOFTWARE OR INTELLECTUAL PROPERTY IN THE EVENT shall bear all risk of loss associated therewith upon delivery to You by a common carrier.
YOU DESIRE TO DISTRIBUTE COMMERCIAL PRODUCTS THAT INCORPORATE OR ARE BASED 10. Limitation of Liability
UPON SUCH THIRD-PARTY COMPUTER SOFTWARE AND/OR INTELLECTUAL PROPERTY. YOU
AGREE TO INDEMNIFY, DEFEND AND HOLD ALTIUM, AND ALTIUM’S OFFICERS, DIRECTORS, THE ENTIRE LIABILITY OF ALTIUM IN RESPECT OF ANY BREACH OF ITS CONTRACTUAL OBLIGATIONS
EMPLOYEES, SUBSIDIARIES, AFFILIATES AND DISTRIBUTORS COMPLETELY HARMLESS FROM ARISING UNDER THIS EULA AND ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION,
ANY AND ALL LIABILITY, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND EXPERTS’ INCLUDING NEGLIGENCE OR INTENTIONAL CONDUCT ARISING UNDER OR IN CONNECTION WITH THIS
FEES, ASSOCIATED IN ANY MANNER WITH YOUR FAILURE TO OBTAIN OR PROPERLY MAINTAIN EULA (TOGETHER AN “EVENT OF DEFAULT”) SHALL BE LIMITED TO DAMAGES IN AN AMOUNT EQUAL
ANY SUCH REQUIRED THIRD-PARTY LICENSES. TO ALL FEES PAID BY YOU TO ALTIUM IN THE PRECEDING TWELVE (12) MONTHS FOR THE APPLICABLE
LICENSED MATERIALS. NOTWITHSTANDING THE FOREGOING, ALTIUM WILL NOT BE LIABLE TO YOU WITH
3.6. Limit on Applications. The Licensed Materials are intended to be used by trained professionals RESPECT TO ANY EVENT OF DEFAULT FOR LOSS OF DATA, PROFITS, GOODWILL OR ANY TYPE OF SPECIAL,
only. They are not substitutes for Your independent judgment, design or testing. Due to the INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OR DAMAGE SUFFERED
large variety of applications for the Licensed Materials, they have not been tested in all or BY YOU AS A RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH DAMAGE WAS
even most situations where they might be used. Altium shall not be liable in any manner for REASONABLY FORESEEABLE OR ALTIUM HAD BEEN ADVISED OF THE POSSIBILITY OF YOUR INCURRING
the results obtained by You through use of the Licensed Materials. You agree that You are THE SAME, AND REGARDLESS OF WHETHER SUCH EVENT OF DEFAULT IS STYLED AS BEING BASED UPON
responsible for all decisions regarding the use or manner of use of the Licensed Materials, and CONTRACT, TORT, STATUTORY OR OTHER LAW. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE
for the results thereof. You agree to indemnify, defend and hold Altium and its officers, directors, FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN, TO THE EXTENT PERMITTED
employees and agents harmless from any third-party claim arising out of any decisions by You BY LAW. NOTHING IN THIS SECTION WILL CONFER ANY RIGHT OR REMEDY UPON YOU TO WHICH YOU
to use or test the Licensed Materials and out of any results from such use or testing by You. WOULD NOT OTHERWISE BE LEGALLY ENTITLED. YOU ACKNOWLEDGE THAT EXCEPT AS SET FORTH
3.7. Compliance Certification. During the term of this Agreement, Altium shall have the right HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY ALTIUM TO
to request that You provide, within thirty (30) days of receipt of Altium’s written request, YOU OR TO ANY PERSON ON YOUR BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES
documentation to support, and certification of, use of the Licensed Materials in complete OR BENEFITS TO BE OBTAINED FROM USE OF THE LICENSED MATERIALS. YOU HAVE RELIED SOLELY
compliance with this EULA’s terms and conditions. UPON YOUR OWN SKILL AND JUDGMENT IN ACQUIRING THE LICENSED MATERIALS. Nothing in this EULA
is meant to exclude, restrict or modify any liability of Altium under any law under any jurisdiction in which
4. Intellectual Property Rights the Licensed Materials are licensed, which law prohibits, restricts or modifies any portion of the limitation of
You acknowledge that all Intellectual Property Rights in the Licensed Materials are and will remain liability set forth herein, such as Part VA of the Australian Trade Practices Act of 1974, or any similar law.
the sole property of Altium or it licensors, if any. Nothing contained in this EULA will be construed as
conferring by implication, estoppel or otherwise upon You any ownership, license or other right except 11. Export Restriction
the licenses and rights expressly granted hereunder to You. Depending upon the jurisdiction in which the Licensed Materials are licensed, this EULA may be
subject to certain government export and other restrictions, and You shall comply with all applicable
5.  Confidentiality laws in connection therewith. You agree that You will not export or re-export the Licensed Materials,
You acknowledge and agree that the Licensed Materials and all other information provided to you reference images or accompanying documentation in any form without the appropriate governmental
by Altium under this EULA are to be held by You in confidence, and are not to be disclosed except as licenses. Failure to comply with this provision is a material breach of this EULA and shall result in the
permitted by this EULA. You acknowledge and agree that the Licensed Materials constitute the trade automatic termination of this EULA, whether or not Altium is aware of the same at the time.
secrets and proprietary information of Altium and/or third parties. You agree that You shall make
the Licensed Materials available only to Your employees or to consultants/independent contractors 12. Third Party Beneficiary
who have entered into a confidentiality agreement with You sufficient to protect Altium’s Intellectual You understand that portions of the Licensed Materials and related documentation may have been
Property Rights in the Licensed Materials. You agree to use sufficient safeguards to ensure the licensed to Altium from third parties and that such third parties are intended third party beneficiaries
confidentiality of Altium’s Licensed Materials, and in no event less than the standard of protection of the provisions of this EULA.
used generally in the semiconductor or EDA industry for similar materials.   13. Non-Assignment
6. Online Services Except as otherwise set forth herein, neither this EULA, nor any interest herein or part hereof, will be
6.1. Online Services Availability and Use. The Licensed Materials may rely upon or facilitate Your transferable or assignable by You or, by operation of law or otherwise, without Altium’s prior written
access to websites that are maintained by Altium or others offering goods or services (“Online consent, and including whether such transfer or assignment is by operation of law, agreement of
Services” herein). Your access to and use of any such website, or of any such Online Services, is merger, sale of assets or otherwise.
completely governed by the terms, conditions and disclaimers that exist on such website, or in 14. Governing Law
connection with such Online Services. Altium may at any time, in its sole discretion, eliminate,
This EULA shall be governed by the laws of the State of California, United States of America, without
alter or modify the availability of any such website or any such Online Services.
reference to conflict of law or choice of law principles or decisions, provided that if the Licensed Materials
6.2. No Connection with Third Party Online Services Providers. Altium does not control, endorse or are acquired in the European Union (the “EU”), this EULA shall be governed by the laws of England,
accept any responsibility or liability in connection with websites or Online Services provided by without reference to conflict or choice of law principles or decisions. Nothing in this EULA will be
any third party, even if Altium includes references or links to such websites on its own website. interpreted or construed so as to limit or exclude the rights or obligations of either party (if any) as to which
Any communications or other dealings between You and any third party in connection with it is unlawful to limit or exclude under the relevant national laws and, where applicable, the laws of any
access to or use of any such website or Online Services, including but not limited to delivery Member State of the European Union which implement relevant European Communities Council Directives.
and payment terms, are solely between You and such third party. In no event shall Altium be
liable to You for any failures, deficiencies or errors in complying with applicable laws by such 15. General
third party website or Online Service providers. 15.1. Unenforceability. If for any reason a court of competent jurisdiction finds any provision of this
6.3. Your Risk. EXCEPT AS EXPRESSLY AGREED TO BY ALTIUM IN A SEPARATE, SIGNED WRITTEN EULA, or portion thereof, to be illegal, prohibited, void or unenforceable for any reason, that
AGREEMENT, YOU UNDERSTAND AND AGREE THAT ANY ACCESS TO OR USE OF WEBSITES provision of the EULA shall be replaced to the maximum extent permissible so as to effectuate
OR ONLINE SERVICES IS AT YOUR COMPLETE RISK AND SUBJECT TO THOSE LIMITATIONS SET the intent of the parties, and the remainder of this EULA shall continue in full force and effect.
FORTH IN SECTIONS 9 AND 10, BELOW. 15.2.  Headings. Save as otherwise provided herein, references to sections are to those contained in this
6.4. Internet Based License Management System. In the event that you have licensed the Licensed EULA. Headings are inserted for convenience only and do not affect the construction of this EULA.
Materials from Altium on an on-demand basis, such that Your access to the same is through 15.3. Construction. Unless the context otherwise requires, words importing the singular include the
the Internet Based License Management System, You understand and agree that nothing plural and vice versa, words importing the masculine include the feminine and words importing
herein shall constitute a guarantee or warranty that such Internet Based License Management persons include corporations.
System shall be available to You at any and all times, and You understand and agree that 15.4. Waiver. No failure or delay on the part of either party in the exercise of any power, right or
such Internet Based License Management System may be inaccessible at times due to privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of
maintenance, error fixing or other reasons. any such power, right or privilege preclude any other or further exercise thereof, or of any other
7. Term; Termination right, power or privilege.
4684 Altm EULA

This EULA will commence upon the Effective Date and will remain effective either: (a) for the period of 15.5. Entire Agreement. This EULA contains the entire agreement and understanding between
time for which you have licensed the Licensed Materials, if You have done so on a time-limited basis or the parties with respect of the subject matter hereof and supersedes all prior agreements,
(b) until terminated, if You have licensed the Licensed Materials on a perpetual basis. You may terminate understandings and representations, whether oral or in writing. No addition or modification to this
this EULA at any time by destroying the Licensed Materials and all copies thereof. This EULA will terminate EULA is valid unless made in writing and signed by authorized personnel of Altium and You.

Amended 22 July 2009